Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 22, 2017, Lifetime Brands, Inc. (the
Company
) held its 2017 Annual Meeting of Stockholders (the
Annual
Meeting
), at which the Companys stockholders voted on the following matters, which are described in detail in the 2017 Annual Meeting Proxy Statement: (i) to elect ten (10) directors to serve on the Companys Board of
Directors (the
Board
) until the 2018 Annual Meeting of Stockholders or until their successors are duly elected and qualified (
Proposal 1
); (ii) to ratify the appointment of Ernst & Young LLP as the
independent registered public accounting firm of the Company for the fiscal year ending December 31, 2017 (
Proposal 2
); (iii) to approve the compensation of the Companys named executive officers (
Proposal
3
); (iv) to approve the frequency with which stockholders are provided an advisory vote on executive compensation (
Proposal 4
); (v) to approve an amendment and restatement of the Companys 2000 Incentive
Bonus Compensation Plan (
Proposal 5
); and (vi) to approve an amendment and restatement of the Companys amended and restated 2000 Long-Term Incentive Plan (
Proposal 6
). At the 2017 Annual Meeting, the
holders of 13,545,311 votes of the Companys common stock were represented in person or by proxy, constituting a quorum.
Set forth below are the
final voting results with respect to each of the proposals acted upon at the 2017 Annual Meeting including the number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each such proposal:
Proposal 1: Election of Directors
The following ten
nominees unanimously recommended by the Board, each of whom were named in the 2017 Proxy Statement, were elected to serve on the Board to hold office until the 2018 Annual Meeting of Stockholders or until their successors are duly elected and
qualified, based on the following votes:
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FOR
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WITHHELD
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BROKER
NON-VOTES
|
Jeffrey Siegel
|
|
10,547,042
|
|
1,817,872
|
|
1,180,397
|
Ronald Shiftan
|
|
10,428,637
|
|
1,936,277
|
|
1,180,397
|
Craig Phillips
|
|
10,426,840
|
|
1,938,074
|
|
1,180,397
|
Michael J. Jeary
|
|
10,546,193
|
|
1,818,721
|
|
1,180,397
|
John Koegel
|
|
10,535,477
|
|
1,829,437
|
|
1,180,397
|
Cherrie Nanninga
|
|
10,544,313
|
|
1,820,601
|
|
1,180,397
|
Dennis E. Reaves
|
|
10,546,651
|
|
1,818,263
|
|
1,180,397
|
Michael J. Regan
|
|
10,546,534
|
|
1,818,380
|
|
1,180,397
|
Sara Genster Robling
|
|
10,546,751
|
|
1,818,163
|
|
1,180,397
|
William U. Westerfield
|
|
10,544,413
|
|
1,820,501
|
|
1,180,397
|
Proposal 2: Ratification of Appointment of Independent Registered Public Accountants
The appointment of Ernst & Young LLP to serve as the Companys independent registered public accounting firm for the fiscal year ending
December 31, 2017 was ratified based on the following votes:
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FOR
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AGAINST
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ABSTAIN
|
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BROKER
NON-VOTES
|
13,147,747
|
|
395,575
|
|
1,989
|
|
|
Proposal 3: Approval of the compensation of the Companys named executive officers
The compensation of the Companys named executive officers was approved on an advisory (non-binding) basis, based on the following votes:
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FOR
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AGAINST
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ABSTAIN
|
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BROKER
NON-VOTES
|
10,292,009
|
|
224,832
|
|
1,848,073
|
|
1,180,397
|
Proposal 4: Approval of the frequency with which stockholders are provided an advisory vote on executive
compensation
A one year interval as the frequency with which stockholders are to be provided an advisory vote on executive compensation was approved
on an advisory (non-binding) basis, based on the following votes:
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1 YEAR
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2 YEARS
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3 YEARS
|
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ABSTAIN
|
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BROKER
NON-VOTES
|
6,358,154
|
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1,560
|
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5,656,602
|
|
348,598
|
|
1,180,397
|
The Company is required to provide stockholders with the opportunity to cast a non-binding advisory vote on the frequency of
stockholder votes on the compensation of the Companys named executive officers at least once every six calendar years. On June 22, 2017, following the Annual Meeting, the Board of Directors determined that the Company will hold an
annual advisory vote on the compensation of the Companys named executive officers until the next required advisory vote on the frequency of such vote, which will occur no later than the Companys Annual Meeting of Stockholders in 2023.
Proposal 5: Approval of an amendment and restatement of the Companys 2000 Incentive Bonus Compensation Plan
An amendment and restatement of the Companys 2000 Incentive Bonus Compensation Plan was approved based on the following votes:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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10,557,798
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133,329
|
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1,673,787
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1,180,397
|
A copy of the Amended and Restated 2000 Incentive Bonus Compensation Plan, is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Proposal 6: Approval of an amendment and restatement of the Companys Amended and Restated 2000 Long-Term
Incentive Compensation Plan
An amendment and restatement of the Companys Amended and Restated 2000 Long-term Incentive Compensation Plan was
approved based on the following votes:
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FOR
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AGAINST
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ABSTAIN
|
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BROKER
NON-VOTES
|
10,022,818
|
|
668,474
|
|
1,673,622
|
|
1,180,397
|
A copy of the Amended and Restated 2000 Long-Term Incentive Compensation Plan, is attached hereto as Exhibit 10.2 and is
incorporated herein by reference.